1.1 These terms and conditions (the “Debt Terms”) set out the terms on which each User of the Debt Services uses such Services.
2. DEFINITIONS AND INTERPRETATION
2.1 Capitalised terms not otherwise defined herein shall have the meaning given in the other documents that make up the User Terms.
2.2 The following capitalised terms used herein shall have the following meanings:
- Charged Assets: all assets listed in the Debenture that are secured against the Loan including but not limited to fixed charges, floating charges and mortgages.
- Debenture: the security document(s) entered into by the Campaign Creator and each of the Lenders setting out the terms and conditions of the Loan and the assets secured against the Loan.
- Interest Rate: the gross interest rate per annum that the Lender is willing to receive in return for the Investment Amounts.
- Lender: a person who pledges an Investment Amount in respect of a Campaign.
- Loan: the aggregate of the total Investment Amounts and the total interest that is to be paid on said Investment Amounts to the Lenders and Crowd2Fund.
- Loan Agreement: means that loan agreement to be entered into pursuant to clause 5.10(a) and in the form as set out in the Schedule.
- Personal Guarantee and Indemnity: the document entered into by a party and each of the Lenders whereby that party has agreed to guarantee and indemnify the Campaign Creator for the Loan.
- Pledge Submission: the act of a Lender making an offer of an Investment Amount and Interest Rate in relation to a particular Campaign.
3. CATEGORISATION AND CERTIFICATION OF LENDERS
3.1 In accordance with the Financial Services and Markets Act 2000 (“FSMA”), Crowd2Fund classifies each Lender as a Certified High Net Worth Individual, a Sophisticated Lender or a Retail Client. It is the Lender’s responsibility to self-certify where appropriate and applicable and to do so truthfully and completely.
3.2 Every Lender will be required to fill out a risk understanding questionnaire before creating an Account. Based on the answers given in this questionnaire it may be necessary in some cases to exclude one or more Retail Investors from access to some or all of the Debt Services.
3.3 In respect of its regulated activities, Crowd2Fund is authorised and regulated by the FCA (Under reference number 623683).
4. THE WALLET
4.1 In order to make a pledge in a Campaign, a Lender must ensure that its Wallet contains funds at least equal to the Investment Amount.
4.2 When a Lender makes a pledge to a Campaign, the Investment Amount shall be deducted from the available funds in its Wallet and transferred to the Crowd2Fund Escrow Wallet.
4.3 In the event that the Target Amount is met, the Investment Amount shall be transferred from the Crowd2Fund Escrow Wallet to the Campaign Creator’s Wallet.
4.4 In the event that
- (a) the Target Amount is not met prior to the Long-Stop Date; or
(b) any of the events in clause 6.5 occur,
the Investment Amount shall be transferred from the Crowd2Fund Escrow Wallet back to the Lender’s Wallet.
5. LENDING PROCESS
5.1 All Users acknowledge, agree and undertake to represent only themselves or the company that they represent.
5.2 After completing the registration process and creating an Account, a Campaign Creator who is looking to create a Debt Campaign must complete the business profile and business plan sections of their dashboard on the Website before submitting a Campaign Description to Crowd2Fund.
5.3 To submit a Campaign Description, the Campaign Creator shall supply as a minimum:
- (a) the amount that the Campaign Creator wishes to raise;
- (b) the term of the Loan;
- (c) whether the Loan will be guaranteed and if so, details of the guarantor including but not limited to:
- (i) ID documentation, for example driving license or passport
- (ii) address history;
- (d) whether the Loan will be secured and if so, what the security will be;
- (e) information relating to any existing loans or credit agreements that the Campaign Creator and its guarantor (if applicable) currently has;
- (f) its bank sort code;
- (g) any details needed to set up a direct debit; and
- (h) any other information that is reasonably required by Crowd2Fund to enable them to approve a Campaign Description.
5.4 A Campaign Creator may request when submitting a Campaign Description that the Campaign can be overfunded. If Crowd2Fund accepts this request, Crowd2Fund shall display a prominent disclaimer notice on the Campaign Description at the start of and throughout the Campaign. Neither Crowd2Fund nor the Campaign Creator shall be liable for any damages or loss incurred relating to this clause or for any overfunded Campaign.
5.5 After the Campaign Description has been submitted by the Campaign Creator, Crowd2Fund will review the information provided and, in its sole and absolute discretion, will either decide to approve, amend or reject the Campaign Creator’s Campaign Description for publication on the Website.
5.6 A Campaign will only be eligible for approval if the following requirements are satisfied:
- (a) the Campaign Creator is a company limited by shares, a public limited company, a limited liability partnership, a sole trader or an (unlimited) partnership;
- (b) the Campaign Creator has a UK bank account to facilitate payments;
- (c) the business of the Campaign Creator does not involve lending money or leasing assets held on its own balance sheet;
- (d) the Campaign Creator is in business with the intention of making a profit and is not a not-for-profit or charitable business; and
- (e) the Campaign Creator has actively traded consistently for the period of two years prior to the date of submission of the Campaign Description and is not currently dormant.
5.7 Campaign Creators agree to use their best endeavours to run their business in accordance with what has been submitted in the Campaign Description.
5.8 If the Campaign Description is approved by Crowd2Fund, the Campaign shall start on the date of approval and Lenders may start making Pledge Submissions. By making Pledge Submissions, each Lender irrevocably agrees to enter into the Loan Agreement.
5.9 The Campaign shall end on the Campaign Closing Date whereupon the Campaign Creator shall have the option, if the Target Amount has been reached, to accept some or all of the Pledge Submissions made by Lenders and complete the investment in accordance with clause 5.10. For the avoidance of doubt and subject to the rest of the User Terms, nothing in these Debt Terms shall prevent a Campaign Creator from cancelling a Campaign at any time prior to the Campaign Closing Date.
5.10 If the Campaign reaches the Target Amount prior to the Campaign Closing Date and the Campaign Creator accepts the aggregated Pledge Submissions:
- (a) a binding agreement in respect of each Pledge Submission shall be executed by each of the relevant Lenders and the Campaign Creator (the “Loan Agreement”). The Loan Agreement shall take the form as set out in the Schedule save for any amendments that are stated in the Campaign Description. Each Lender and the Campaign Creator authorises Crowd2Fund to act as an agent for them to enter into the Loan Agreement on their behalf. Pursuant to the Loan Agreement, the Lender shall lend to the Campaign Creator and the Campaign Creator shall borrow on the terms of the Loan Agreement the amount of the relevant Pledge Submission;
- (b) where applicable, the Debenture and/or the Personal Guarantee and Indemnity shall be signed by the relevant parties;
- (c) the Investment Amounts shall be transferred from the Crowd2Fund Escrow Wallet to the Business Wallet pursuant to clause 4.3; and
- (d) the Campaign Creator shall procure that all relevant administration is completed and that (if applicable in respect of secured debt) all necessary forms and resolutions are filed at Companies House. Crowd2Fund may also make the relevant filings at Companies House and the Campaign Creator expressly acknowledges and agrees that by entering into the Loan Agreement, it gives Crowd2Fund irrevocable consent to make such filings. For the avoidance of doubt, Crowd2Fund shall not be liable if the filings are not made at Companies House in accordance with the Companies Act 2006 and all liability shall rest with the Campaign Creator.
6.1 Lenders acknowledge that when Crowd2Fund approves a Campaign Description, it does so in its capacity of operating an electronic system in relation to lending. Lenders both acknowledge and agree that Crowd2Fund’s approval of a Campaign Description is not an approval of the Campaign Description in general, and that no inference shall be made to the same.
6.2 Lenders can view current Campaigns by navigating to the “Opportunities” page of the Website when they are logged in to the Website.
6.3 If a Lender decides to make a pledge to a Campaign, it must already have transferred sufficient funds into its Wallet before pledging the Investment Amount. By making a Pledge Submission, the Lender irrevocably agrees that (in the event that the pledge is accepted by the Campaign Creator as detailed herein) any Loan created shall be on the terms of the Loan Agreement which shall be binding in its entirety on the Lender.
6.4 When a Lender has made a Pledge Submission to a live Campaign, it may make further Pledge Submissions. A Lender cannot decrease any Investment Amount already pledged. If a Lender chooses to make further Pledge Submissions, it shall repeat the pledge process.
6.5 After a Lender has made a Pledge Submission to a Campaign, it will be non-refundable save for when:
- (a) the Campaign is unsuccessful by reason of not meeting the Target Amount; or
- (b) the Campaign Creator, in its sole and absolute discretion, rejects the entirety of the Pledge Submissions made by all Lenders; or
- (c) Crowd2Fund cancels the Campaign or the Investment Amount, in which case the Lender’s funds will be transferred back to the Lender’s Wallet from the Crowd2Fund Escrow Wallet.
6.6 If the Campaign reaches the Target Amount and the Campaign Creator accepts all of the Pledge Submissions, the aggregate Investment Amounts shall be transferred to the Campaign Creator’s Wallet on or around the date that the Loan Agreement is executed.
6.7 Any third party charges (including without limitation, the MangoPay fee for any funds transferred into or out of a Wallet) or transaction fees will be charged to the Lender in addition to any Investment Amounts pledged. Any credit card fee incurred for transferring funds to a Wallet shall be incurred immediately upon the money being credited to the Wallet and the Lender shall be notified of these charges before making such transfer.
6.8 A Campaign Creator cannot, at any time it has a Crowd2Fund Account, be a Lender.
7.1 The Campaign Creator agrees to repay the Loan in accordance with the Loan Agreement.
7.2 The Campaign Creator acknowledges and agrees that failure to maintain the repayments on the Loan may result in:
- (a) the total cost of the debt increasing;
- (b) default charges or extra interest being levied against the Campaign Creator;
- (c) impaired credit ratings; and/or
- (d) legal proceedings and the associated costs of such proceedings being brought against the Campaign Creator.
7.3 The Campaign Creator may if it so chooses, repay all (but not part) of the Loan back to the Lenders at an earlier date than prescribed in the Loan Agreement. If the Campaign Creator elects to pay the Loan back early, it will not be subject to an early repayment administration charge but must pay a full month’s interest for the month in which it decides to repay all of the Loan.
8. DEFAULT AND TERMINATION
8.1 If any one of the below events occur at any time, the Loan Agreement relating to the Debt Campaign shall immediately terminate and the remaining amounts outstanding on the Loan shall become immediately payable to the Lenders and/or Crowd2Fund (acting as agent on behalf of all the lenders):
- (a) The Campaign Creator or its guarantor (if applicable) fails to pay the Lender and/or Crowd2Fund any payment or repayment 90 days after that payment or repayment has become due;
- (b) The Campaign Creator has defaulted on a separate loan that was financed through the Crowd2Fund platform;
- (c) The Campaign Creator’s Account with Crowd2Fund has been terminated for any reason;
- (d) An order has been made to wind up the Campaign Creator;
(e) The Campaign Creator has a liquidator, administrator, receiver or trustee appointed to it;
- (f) The Campaign Creator states in writing that it is unable to pay its debts as it falls due; or
(g) The Campaign Creator enters into a compromise, arrangement or assignment with its creditors generally.
9.1 If the Loan has been secured as a charge against the Campaign Creator’s Charged Assets, that charge shall crystallise upon any of the events in clause 8.1 occurring or otherwise in accordance with the Debenture.
9.2 Upon the successful completion of any Debt Campaign, all Charged Assets shall be registered at Companies House by the Campaign Creator within the relevant timeframes prescribed by the Companies Act 2006. Crowd2Fund (or its nominee) may also register the Charged Assets at Companies House and the Campaign Creator expressly acknowledges and agrees that by entering into the Loan Agreement, it gives Crowd2Fund (or its nominee) irrevocable consent to file such Charged Assets. For the avoidance of doubt, Crowd2Fund (or its nominee) shall not be liable if the Charged Assets are not registered at Companies House in accordance with the Companies Act 2006 and all liability shall rest with the Campaign Creator.
9.3 All Charged Assets shall be registered in the name of C2F Securities Ltd, who shall hold the Charged Assets on trust for the Lenders. Each Lender acknowledges and agrees that if it invests in a successful secured Debt Campaign that it shall sign a power of attorney in favour of C2F Securities Ltd to manage the Charged Assets.
9.4 If any of the crystallisation events in the Debenture or clause 8.1 occur, C2F Securities Ltd shall have the right, but not the obligation, to sell or assign the Charged Assets to a third party and distribute the proceeds to the Lenders pro-rata as against the amount of the Loan that they are due.
9.5 If for any reason C2F Securities Ltd cannot enforce the Loan Agreement and/or Debenture (either as trustee or agent for each Lender), each Lender shall have an equal right upon any default of the Campaign Creator to enforce the Debenture against any amount owing to him (pro-rated as against other Lenders).
9.6 If a Campaign Creator decides to use an individual’s home as a Charged Asset, both the Campaign Creator and the individual having its home secured against the Loan shall take note of the following statements:
- (a) CHECK THAT A MORTGAGE WILL MEET YOUR NEEDS IF YOU WANT TO MOVE OR SELL YOUR HOME OR YOU WANT YOUR FAMILY TO INHERIT IT. IF YOU ARE IN DOUBT, SEEK INDEPENDENT ADVICE;
- (b) YOUR HOME IS AT RISK IF YOU DO NOT KEEP UP REPAYMENTS ON A MORTGAGE OR OTHER LOAN SECURED ON IT; and
- (c) (IF THE LOAN IS BEING REPAID IN A CURRENCY OTHER THAN STERLING) THE STERLING EQUIVALENT OF YOUR LIABILITY UNDER A FOREIGN CURRENCY MORTGAGE MAY BE INCREASED BY EXCHANGE RATE MOVEMENT.
10. LOAN TRANSFER
10.1 If the Campaign Creator defaults on the Loan, all the rights and obligations under the Loan Agreement shall automatically transfer by novation, to the extent that the Loan contains only unsecured debt, to C2F Securities Ltd (unless the Lender notifies Crowd2Fund otherwise).
10.2 The Campaign Creator shall not be entitled to transfer any of its rights and obligations under the Loan Agreement.
11. CROWD2FUND FEES
11.1 Crowd2Fund charge Campaign Creators of all successful Debt Campaigns that reach at least the Target Amount:
|Loan Term||Fee (%)|
11.2 Crowd2Fund will charge an annualised intermediary fee of 1% of the outstanding principal (the "Intermediary Services Fee"), which is payable monthly. Accordingly, the monthly rate charged will be:
((OP x 0.01) x (0.08333))
OP = the outstanding principal amount of the Loan from time to time. The monthly rate of the Intermediary Services Fee will be deducted from the Lender’s Wallet when each monthly repayment is received from the Campaign Creator (each Lender shall therefore receive their monthly repayment net of the Intermediary Services Fee). If a Campaign Creator misses a repayment, the Intermediary Services Fee relating to that repayment will not be deducted from the Lender’s Wallet until that repayment has been received. The Intermediary Services Fee covers our role in providing intermediary services in relation to the introduction between the Lender and the Campaign Creator. This fee does not cover the costs of administrating and facilitating the loan, nor our related credit analysis, which we carry out as part of our underwriting exercise, which are a no-cost added value arrangement only.
12. TAXATION AND INTEREST
12.1 For all repayments made in accordance with a Loan Agreement, the Campaign Creator shall, where applicable, deduct any and all relevant tax on interest at source and account for this to the relevant tax authority before making a repayment.
12.2 The Lender acknowledges and agrees that the gross taxable income received from each repayment pursuant to a Loan Agreement must be declared to the relevant tax authorities. For the avoidance of doubt, although Crowd2Fund processes each repayment so that the Lender receives the repayment less the Intermediary Services Fee and any other tax deducted at source, the Lender will, where applicable, have to declare the gross taxable income from each repayment as though no Intermediary Services Fee or other tax had been deducted.
12.3 The Interest Rate shall be the gross rate of interest on which tax is payable by the Lender when each repayment is made, subject to any deductions made in accordance with any tax legislation or tax authority.
12.4 Crowd2Fund shall provide each Lender who has entered into at least one Loan Agreement an annual statement that details the amount of taxable income earned in the prior year and the remaining amount of taxable income that is due to it in relation to each Loan Agreement entered into.
12.5 The Lender acknowledges and agrees that by entering into a Loan Agreement, it understands the inherent risks that arise from various taxation rules and legislation. A non-exhaustive list of the taxation risks of entering into a Loan Agreement can be found on Crowd2Fund’s FAQ page at www.crowd2fund.com/help.
13. ANTI-MONEY LAUNDERING
13.1 Crowd2Fund shall perform credit checks and ID verifications (via third party suppliers) on all Campaign Creators and Lenders who invest more than £2,000. Campaign Creators shall not receive any funds until all anti-money laundering checks have been performed on each Campaign.
14. DISCLAIMER AND LIABILITY
14.1 Crowd2Fund does not accept any responsibility for any return on investment stated by a Campaign Creator, whether in the Campaign Description or otherwise. In the event that a Campaign Description submitted by a Campaign Creator is deliberately misleading or unlawful, that Campaign shall be cancelled and any money pledged shall be immediately transferred from the Crowd2Fund Escrow Wallet back to the Lender’s respective Wallets.
14.2 Crowd2Fund’s due diligence into a Campaign Creator is limited only to the Campaign Description and ensuring that the company is in existence and registered at Companies House (if applicable). Crowd2Fund makes no warranty or representation and assumes no liability in respect of the Campaign Creator or the content of any Campaign Description and Lenders both acknowledge and agree that Crowd2Fund’s approval of a Campaign Description as a financial promotion is not an approval of the Campaign Description in general, and that no inference shall be made to the same.
14.3 Lenders acknowledge and agree that Crowd2Fund does not provide any advice or recommendations in relation to investments or loans.
14.4 Crowd2Fund is not liable for any damages or loss incurred relating to Campaigns. Both Campaign Creators and Lenders acknowledge and agree to release Crowd2Fund, its officers, employees, agents and successors from any legal claim, whether known or unknown, arising out of their use of the Website or any Campaign.
14.5 All dealings are solely between Campaign Creators and Lenders. Although Crowd2Fund is granted the authority to act as agent on behalf both Campaign Creators and Lenders, it is not obligated to get involved with any dispute between a Campaign Creator and Lenders in any and all circumstances.
15.1 Campaign Creators are advised not to take any action in reliance of a Campaign reaching the Target Amount until they have the ability to draw the funds from their Wallet.
15.2 Crowd2Fund reserves the right to cancel/reject a Pledge Submission from a Lender for any reason and at any time.
15.3 Crowd2Fund reserves the right to cancel, interrupt, suspend and remove a Campaign for any reason and at any time. Crowd2Fund shall not be liable for any damages as a result of any action taken under this clause.
15.4 Save for as set out in these Debt Terms, nothing in these Debt Terms is intended to or shall be deemed to, establish any partnership or joint venture between any party or constitute any party the agent of another party.
15.5 If a Campaign Creator or Lender has any questions regarding a Debt Campaign, it may view our Frequently Asked Questions page or alternatively contact us on 0203 735 5690 and email@example.com.Go to top